Form 4: Annaly Capital CEO Finkelstein Reports Share Transactions

Annaly Capital Management's CEO and Co-CIO, David L. Finkelstein, reported the acquisition of 152,976 restricted stock units and the disposition of 139,889 shares for tax withholding.

Summary

• David L. Finkelstein, CEO and Co-CIO of Annaly Capital Management, Inc. (NLY), reported transactions on February 1, 2026.
• Finkelstein disposed of 139,889 shares of common stock at a price of $23.01 per share to satisfy tax withholding obligations related to the vesting of restricted stock unit (RSU) awards.
• The RSU awards that vested on February 1, 2026, were previously granted on February 1, 2023, February 1, 2024, and February 1, 2025.
• Following this disposition, Finkelstein's direct beneficial ownership was 585,158 shares.
• Finkelstein also acquired 152,976 restricted stock units (RSUs) at a price of $23.01 per unit, granted under the Annaly Capital Management, Inc. 2020 Equity Incentive Plan.
• Each RSU represents a contingent right to receive one share of common stock and vests ratably over three years, beginning on the one-year anniversary of the grant date.
• After the acquisition of RSUs, Finkelstein's direct beneficial ownership increased to 738,134 shares.
• Dividend equivalent units (DEUs) issued on RSUs are included in the common stock holding balance, with each DEU being the economic equivalent of one share and payable in one share.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral. It details routine executive compensation activities and does not provide new information that would significantly alter the company's financial outlook or strategic direction.

Positives

• The grant of 152,976 restricted stock units aligns management's interests with shareholders, providing a long-term incentive for performance.
• The continued participation in the company's equity incentive plan demonstrates management's commitment to the company's future.

Negatives

• The disposition of 139,889 shares was solely for tax withholding purposes, a routine event that does not reflect a discretionary sale by management.

Future Outlook

The newly granted restricted stock units will vest ratably over three years, beginning on the one-year anniversary of the grant date, subject to accelerated vesting under certain circumstances.

Management Comments

• David L. Finkelstein, as CEO and Co-CIO, engaged in transactions involving the disposition of shares for tax withholding and the acquisition of new restricted stock units, consistent with executive compensation practices.

Industry Context

StockSavvy.ai notes that routine insider transactions, such as the vesting of restricted stock units and the subsequent disposition of shares for tax obligations, are standard components of executive compensation packages across the Real Estate Investment Trust (REIT) sector. The grant of new equity awards is a common mechanism to align management incentives with long-term shareholder value.

Comparison to Industry Standards

• The structure of equity compensation, involving restricted stock units that vest over several years, is a common practice among publicly traded REITs, similar to compensation plans observed at companies like Realty Income Corporation (O) or Simon Property Group (SPG).
• The disposition of shares to cover tax liabilities upon RSU vesting is a standard, non-discretionary event in executive compensation across various industries, not unique to Annaly Capital Management.

Corporate Governance

Related Party Transactions

• The transactions involve David L. Finkelstein, CEO and Co-CIO, and Annaly Capital Management, Inc., which are related parties. The disposition of shares for tax withholding and the grant of restricted stock units are part of Finkelstein's executive compensation package.

Stakeholder Impact

• Shareholders: The grant of new equity awards to the CEO reinforces alignment between management's incentives and shareholder interests, potentially encouraging long-term value creation.
• Employees: The equity incentive plan provides a framework for executive compensation, which can influence broader compensation strategies within the company.

Next Steps

• The newly granted restricted stock units will vest ratably over three years, starting one year from the grant date.

Key Dates

Recommendation

This Form 4 details routine executive compensation activities, including the vesting of restricted stock units and the grant of new units, along with shares surrendered for tax purposes. These transactions do not indicate a material change in the company's fundamentals or strategic direction, thus a 'hold' recommendation is appropriate as there's no new information to alter an existing investment thesis.

Keywords

Annaly Capital Management, NLY, David L. Finkelstein, Form 4, Insider Transaction, Restricted Stock Units, RSU, CEO, Co-CIO, Equity Incentive Plan, Share Ownership